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SOCIETY OF 
AMERICAN 
AUTHORS 
CONSTITUTION 
AND BY-LAWS 



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\)EW YORK PUBL. LIBk. 
IN BXCUANQB. 



OFFICERS 



President : 
Hon. RASTUS S. RANSOM, 290 Broadway 



Vice-Presidents : 
MRS. JULIA WARD HOWE GEN. LEW WALLACE , 

DR. THOMAS DUNN ENGLISH HON. HUBERT HOWE BANCROFT 

Mrs. ELLEN HARDIN WALWORTH MISS GRACE DENIO LITCHFIELD 



Treasurer and Counsel: 
Mr. MORRIS PATTERSON FERRIS, 71 Broadway 



Secretary 
Mr. J. BEVERLEY ROBINSON 



Board of Managers: 

Hon. Rastus S. Ransom, Dr. Edward O. Flagg, Mr. William Nelson 

Hon. Isaac Lawrence, Dr. E. Walpole Warren, Mr. Charles A. JENNEY 
Mr. John Jerome Roonev, Mr. Isaac Myer, Gen. James Grant Wilson 
Col. Sheffield Phelps, Mr. Craven L. Betts, Dr. Henry Morton 
Mr. J. Beverley Robinson and Mr. Morris Patterson Ferris 



Editor of Bulletin : 
Mr. G. GROSVENOR DAWE, Irvington, N. Y. 

Office of the Society, No. 71 Broadway, New York 



CONSTITUTION. 



ARTICLE I. 

NAME. 

This association shall be known as "The Society of American 
Authors/' 

ARTICLE II. 

OB.7E( TS. 

The objects of the Society of American Authors shall be: 

First. — To promote a professional spirit among authors. 

Second. — To foster a more friendly feeling and create greater 
confidence between authors and publishers, and to devise some 
practical means of securing accurate returns of sales by publishers. 

Third. — To advise authors as to the value of literary property 
and the different methods of publishing books, and to see that 
their contracts are so drawn as to secure to them their lawful 
rights. 

Fourth. — To determine disputes between authors and publishers 
by arbitration, or, if necessary, by an appeal to the courts. 

Fifth. — To maintain, and defend literary property, and to ad- 
vance the interests of American authors and literature. 

Sixth. — The furtherance of library, literary, benevolent and so- 
cial purposes. 

AETICLE III. 

MEMBERS. 

Section 1. All persons of good character, citizens of the United 
States, engaged in recognized literary pursuits, shall be eligible for 
membership in the Society of American Authors. 



>EC. "4i. Authors who liavo attained especially distinguished 
eminence in their profession, either at home or abroad, may be 
made Honorary Members of the Society of American Authors. 



ARTICLE IV. 

MANAGEMENT. 

Section 1. The property of the Society of American Authors 
shall be vested in, and the affairs of the Society conducted by, a 
Board of Managers, to be composed of the President, Treasurer and 
Secretary, ex-offlcio, and twelve other members to be elected by bal- 
lot by the Society at its annual meeting. 

Vacancies in the Board of Managers shall be filled by the re- 
maining members of the Board, the appointee in hold olliee until 
the next annual meeting of the Society. 

Sec. 2. The Board of Managers shall have power to suspend 
or expel members of the Society for cause, and to restore them to 
membership after suspension or expulsion. No member shall he 
suspended or expelled without first having been given ample oppor- 
tunity to be heard in his or her own defense. 

Sec. 3. The persons chosen as Managers in 1898 shall, at their 
first meeting after the membership of the Board has been com- 
pleted, divide themselves into three classes of four members each, 
such classes to serve respectively for one, two and three years. 
Thereafter at each annual meeting, the Society shall elect four 
members to serve as Managers for three years, to fill the places of 
the class whose term then expires. 

Sec. 4. The Board of Managers may appoint from the members 
of the Society, for a term to be determined by the Board, one or 
more legal advisers, who shall exercise general supervision over all 
legal matters appertaining to the Society and the objects of its 
creation. 

Such advisors shall be of the rank of Counselors-at-law. shall 
have had more than fifteen years' experience at the bar, and shall 
have been admitted to practice in the Courts of the United States. 

Sec. 5. It shall be the duty of the Board of Managers to hear 
the complaints of members who may have been wronged in matters 
within the purview of the charter of the Society, and, if the case 
require it, it may co-operate with such members in securing justice. 

Sec. G. The Board of Managers shall appoint from the members 
of the Society for such term as it may deem wise, a competent per- 



son to edit the paper or magazine to be published by the Society. 
The compensation of such editor shall be fixed by the Board. 

Sec. 7. The Board of Managers shall have the power to declare 
a vacancy in its own Board in any case where a member thereof 
fails to attend three consecutive meetings without an excuse satis- 
factory to the Board. The Board of Managers shall also have the 
power to declare a vacancy in any office or committee where the 
officer or member of the committee fails to give prompt and reason- 
able attention to the duties imposed upon him or her. Vacancies 
in committees shall be filled by the Board of Managers. 

ARTICLE V. 

OFFICERS. 

The officers of the Society shall be a President, six Vice-Presi- 
dents, a Treasurer and a Secretary, all of whom shall be elected by 
ballot by the Society at its annual meeting, and shall hold office 
for one year, or until their successors are chosen. Vacancies in 
any office shall be filled by the Board of Managers until the next 
annual meeting of the Society. 

ARTICLE VI. 

FEES AND DUES. 

Section* 1. Each person, on being elected to membership, shall 
pay into the treasury of the Society the sum of two dollars for an 
initiation fee, and one year's dues, as hereinafter provided. 

Sec. 2. Each member of the Society, residing* within fifteen 
miles of The City of Xew York, shall pay into said treasury, on the 
first day of January in each year, the sum of five dollars for his or 
her annual dues fur said year. 

Sec. '■'>. Each member of the Society, residing outside of said 
limit, shall pay, on the first day of January of each year, the sum of 
three dollars for bis or her annual dues for said year. 

Sec. 4. Any member of the Society may commute his or her 
annual dues by the payment of fifty dollars at one time, and thereby 
lien. me a life member, exempt from further payments. 

Sec. 5. Any member may secure perpetual membership, which 
shall descend to a member of his or her family, qualified under the 
Constitution and By-Laws of the Society for membership therein, 
in perpetuity, by the payment at one time of two hundred and fifty 

5 



dollars. The person to hold such membership may be designated 
in writing by the creator of the perpetual membership, and in turn 
by the subsequent holder thereof, subject to the approval of the 
Board of Managers. 

Sec. 6. All receipts from life and perpetual memberships shall 
be set aside and invested as a special fund, the income only to be 
used for the purposes of the Society. 

Sec. 7. Honorary members shall be exempt from all fees and 
dues. 

Sec. 8. Any member of the Society who shall fail to pay his or 
her dues for three months after the same may become due and 
payable may, after one month's notice, be dropped from the roll of 
membership or suspended by the Board of Managers. 

ARTICLE VII. 

MEETINGS. 

Section 1. The annual meeting of the Society shall be held on 
the second Wednesday of February, in each and every year. No- 
tice thereof shall be sent to each member at least ten days prior 
thereto. 

Sec. 2. Special meetings of the Society may be called at any 
time by the President or Board of Managers, .and must be called 
upon the written request of ten members. The notice of such 
meeting shall specify the object of the meeting, and no business 
shall be transacted thereat excepting that designated in the notice. 

Sec. 3. Ten members shall constitute a quorum at any meeting 
of the Society. 

Sec. 4. The Board of Managers shall arrange for one or more 
meetings during each winter for social intercourse and the enter- 
tainment of distinguished authors. 

ARTICLE VIII. 

SEAL. 

The seal of the Society shall be upon a circular medallion, sable, 
a hand descending from clouds, proper, grasping a pair of scales 
evenly balanced, argent, dishes azure; between the scales, "Suum 
cuique," argent; under scales, "Incorporated 1S95," argent; above 
hand a scroll, azure, lettered argent, "Society of American Authors." 
All surrounded by a beaded line and two other lines, or. It shall 

6 



be in the custody of the Secretary, and shall only be affixed in the 
performance of corporate acts and by order of the Board of Man- 
agers. 

ARTICLE IX. 

AMENDMENTS. 

Amendments to this Constitution may be made at any annual 
meeting, or at a special meeting called for that purpose. Notice of 
a proposed amendment, with a copy thereof, must have been mailed 
to each member at least thirty days before the day upon which 
action is taken thereon. 

The adoption of an amendment shall require the favorable vote 
of two-thirds of those present at a duly constituted meeting of the 
Society. 



BY-LAWS. 

ARTICLE I. 

MEMBERS. 

Candidates for membership in the Society shall be proposed by 
one member and seconded by another, and shall be elected by the 
Board of Managers. 

ARTICLE II. 

BOARD OF MANAGERS. 

. Section 1. The Board of Managers may make such rules for 
its own government as it may deem wise, and which shall not be 
contrary to, or inconsistent with, the Constitution and By-Laws of 
the Society. Five members of the Board shall constitute a quorum 
for the transaction of business. 

The Board of Managers may elect one of their number to pre- 
side at the meetings of the Board when the President is absent. 

Sec. 2. The Board of Managers shall render a full report of its 
proceedings during the year last past at each annual meeting of 
the Society. 

Sec. 3. The Board of Managers shall hold a meeting at least 
once in each month, excepting during the months of June, July, 
August and September. At each meeting it shall consider and act 
upon the names of candidates proposed for membership. One dis- 
senting vote in four shall be sufficient to reject the candidate. 

7 



■Sec. 4. The Board of Managers shall, from time to time, ap- 
point from the members of the Society live ladies who shall serve 
as an Auxiliary Committee and shall assist the Board in the con- 
duct of social functions. 



ARTICLE III. 

PRESIDENT. 

The President shall reside in New York City, or within fifteen 
miles thereof. He shall preside at all meetings of the Society and 
of the Board of Managers, and perform such other duties as may be 
delegated to him by the Board of Managers, or by the Society. 

ARTICLE IV. 

VICE-PRESIDENTS. 

The Vice-Presidents shall be denominated as First, Second, 
Third, Fourth, Fifth and Sixth Vice-Presidents. Not more than 
two shall reside in the same State. Three of the Vice-Presidents 
shall be women eminent in the literary world. In the absence or 
inability of the President, the duties shall devolve upon the Senior 
Vice-President present, or the Chairman of the Board of Managers. 

ARTICLE V. 

TREASURER. 

Section 1. The Treasurer shall have charge of all the funds of 
the Society. He shall keep accurate books of account, which shall 
at all times be open to the inspection of the Board of Managers. 
He shall present a full and comprehensive statement of the So- 
ciety's financial condition, its receipts and expenditures, at each 
annual meeting, and shall present a brief statement to the Board 
of Managers at each meeting. He shall pay out money only on the 
approval of a majority of the Executive Committee, or of the Board 
of Managers, expressed in writing. 

Sec. 2. The President shall, thirty days prior to the annual 
meeting of the Society, appoint two members of the Society, not 
members of the Board of Managers, who shall examine the books 
and papers of the Treasurer and audit his accounts, and present 
their report to the Society at its annual meeting. 

8 



ARTICLE VI. 

SECRETARY. 

The Secretary shall preserve accurate minutes of the meetings 
of the Society and of the Board of Managers, and shall conduct the 
correspondence of the Society. He shall notify the members of 
meetings, and perform such other duties as shall be directed by the 
Board of Managers or by the Society. 

ARTICLE VII. 

EXECUTIVE COMMITTEE. 

The President, Secretary and Treasurer shall together constitute 
an Executive Committee. Such committee shall direct the business 
of the Society between the meetings of the Board of Manager.-, but 
shall have no power to declare or establish any policy for the 
Society or to bind it in any way, except in relation to routine work. 
The Committee shall have no power to direct a greater expenditure 
than ten dollars without the authority of the Board of Managers. 

ARTICLE VIII. 

PBOCEDUHE. 

Section 1. The following, except where otherwise ordered by 
the Society, shall be the order of business at the annual meetings 
of the Society: 

Call to order. 

Bearding of minutes and action thereon. 

Reports of Officers and Board of Managers. 

Election. 

Reports of Standing Committees. 

Reports of Special Committees. 

Unfinished Business. 

New Business. 

Adjournment. 

Sec. 2. The procedure at all meetings of the Society and of the 
Board of Managers, where not provided for in this Constitution and 
By-Laws, shall be governed by Roberts' Rules of Order. 

Sec. 3. The "previous question" shall not be put to vote at any 
meeting, unless seconded by at least three members. 

Sec. 4. All elections shall be by ballot. 



Sec. 5. No member shall cast more than one proxy vote at any 
meeting of the Society. 

Sec. 6. All notices shall be sent personally, or by mail, to the 
address furnished in writing by the member to the Secretary. 

ARTICLE IX. 

NOMINATING COMMITTEE. 

A committee of three shall be cliosen by the Society at its annual 
meeting to nominate officers and managers to be voted for at the 
next annual meeting. Such committee shall make its report to the 
Secretary of the Society at least thirty days before the said next 
annual meeting. The Secretary shall mail a copy of such report 
to every member of the Society, with the notice of the annual meet- 
ing at which the report is to be acted upon. The action of such 
committee, however, shall in no wise interfere with the power of 
the Society to make its own nominations, but all such independent 
nominations shall be sent to the Secretary at least twenty days 
prior to the annual meeting. A copy thereof shall be sent to each 
member by the Secretary with the notice of meeting, and shall be 
headed "Independent Nominations." If the Nominating Commit- 
tee fail for any reason to make its report so that it may be sent out 
with the notice of the annual meeting, the Society may make its 
own nominations at such annual meeting. In that event, how- 
ever, the meeting shall be adjourned for thirty days and the nom- 
inations so made shall be mailed to each member of the Society 
at least twenty days before the adjourned meeting. 

ARTICLE X. 

AMENDMENTS. 

These By-Laws may be amended at any duly constituted meet- 
ing of the Society by a two-thirds vote of the members present. 

Notice of a proposed amendment, with a copy thereof, must have 
been mailed to each member at least twenty days before the day 
upon which action is taken thereon. 







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